amenn1convertnote.htm

Exhibit 10.8


    AMENDMENT NO. 1 TO SECURED
CONVERTIBLE NOTE

    


    


    This
Amendment No. 1 to Secured Convertible Note (this “Amendment”),
effective as of March 31, 2008, is entered into by and among Rim Semiconductor
Company, a Utah corporation (the “Company”), and the
borrowers identified on the signature pages hereof (each a “Borrower” and
collectively “Borrowers”).

    


    RECITALS:

    


    A.           The
Company and the Borrowers each entered into a Secured Convertible Note, dated
effective as of December 5, 2007 (each a “Note” and
collectively, the “Notes”).

    


    B.           Pursuant
to Paragraph 1.1 of the Notes, interest payable on each Note accrues at an
annual rate of 10% and is payable quarterly, beginning March 31,
2008.

    


    C.           An
accrued interest payment is due and payable on each Note on March 31, 2008 (such
payment as to each Borrower is referred to as such Borrower’s “March Accrued Interest
Amount”).

    


    D.           The
Company and the Borrowers desire to amend the Notes to defer the March Accrued
Interest Amount to June 30, 2008 (the “Deferred Payment
Date”), and to provide for the Company to pay each Borrower an additional
amount (the “Premium
Amount”) equal to 10% of its March Accrued Interest Amount in exchange
for such deferral, all as provided below.

    


    AGREEMENT:

    


    In
consideration of the promises and mutual agreements contained herein and in the
other Transaction Documents (as defined below), the sufficiency and receipt of
which are hereby acknowledged, the parties hereto agree as follows:

    


    1.           Definitions.  All
capitalized terms used but not defined herein shall have the meanings given to
them in the Notes.  As used herein, the term “Transaction
Documents” means the Subscription Agreement, the Notes, the Warrants, the
Security Agreement, the Escrow Agreement, the Subsidiary Guaranty, any other
documents delivered in connection with the Subscription Agreement, and any prior
amendment to or waiver regarding any of the foregoing

    


    2.           Deferral
of March Accrued Interest.  Notwithstanding any provision to
the contrary in the Transaction Documents, including without limitation the
Notes, each of the Borrowers waives the Company’s obligation to pay such
Borrower’s March Accrued Interest Amount until the Deferred Payment
Date.  The parties further agree that on the Deferred Payment Date,
the Company shall pay each Borrower an amount equal to such Borrower’s March
Accrued Interest Amount times 1.1 (i.e., payment would be made of the March
Accrued Interest Amount plus the Premium Amount).  By way of
illustration, if a Borrower’s March Accrued Interest Amount was $10,684.89, then
on the Deferred Payment Date, the Company would pay such Borrower $10,684.89
times 1.1, or $11,753.38 in consideration of such Borrower’s agreement to defer
payment of the March Accrued Interest Amount until the Deferred Payment
Date.

    


    3.           Conversion
of Accrued Interest.  The parties agree that nothing in this
Amendment shall prohibit Borrower from converting some or all of the March
Accrued Interest Amount into common stock of the Company as provided in Section
2.1 of the Note.  If such conversion occurs prior to the Deferred
Payment Date, Borrower shall receive a pro rated Premium Amount on the converted
March Accrued Interest Amount based upon the number of days following March 31,
2008 that the March Accrued Interest Amount remained unconverted.  By
way of illustration, there are 91 days between March 31, 2008 and the Deferred
Payment Date.  If a Borrower’s entire March Accrued Interest
Amount were converted into common stock on May 1, 2008, or 30 days after March
31, the Borrower would be entitled to convert, in addition to the March Accrued
Interest Amount, an additional amount equal to 10% of such March Accrued
Interest Amount, multiplied by 0.32967 (i.e., 30 divided by
91).  Using the example in Paragraph 2 above, the amount to be
converted on May 1, 2008 would be $11,037.14 ($10,684.89 times
1.032967).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    4.           Miscellaneous.

    


    4.1.                      Ratification;
Entire Agreement.  This Amendment, the Note, and all other
Transaction Documents set forth in full all of the representations and
agreements of the parties with respect to the subject matter hereof and
supersede all prior discussions, representations, agreements and understandings
between the parties with respect to the subject hereof.  Except as
expressly amended herein and as such amendment may require additional amendment
to specific terms and conditions, with such amendment being deemed made hereby,
all of the terms and provisions of the Note, and all other documents and
agreements between the Company and Borrower shall continue in full force and
effect and the same are hereby ratified and confirmed.  In connection
with this Amendment and the transactions contemplated hereby, each of the
parties agrees to execute and deliver any additional documents and instruments
and perform any additional acts that may be necessary or appropriate to
effectuate and perform its respective obligations under this Amendment and the
transactions contemplated hereby.

    


    4.2.                      Counterparts.  This Amendment
may be executed in one or more counterparts, each of which shall be regarded as
an original and all of which shall constitute one and the same
instrument.

    


    4.3.           Successors
and Assigns.  This Amendment
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns.

    


    4.4.           Effect of
Headings.  The headings of the various sections and subsections
herein are inserted merely as a matter of convenience and for reference and
shall not be construed as in any manner defining, limiting, or describing the
scope or intent of the particular sections to which they refer, or as affecting
the meaning or construction of the language in the body of such
sections.

    


    [Signature
Page Follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGE TO
AMENDMENT NO. 1
TO SECURED CONVERTIBLE NOTE

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of
the date first above written.

     

     

    


     

    
      	 	
              RIM
      SEMICONDUCTOR COMPANY

              a
      Utah corporation

              


              By: 
      /s/ Brad Ketch        

              Name:
      Brad
      Ketch

              Title:  President and
      CEO

            


    

     

    
    

     

     

    
 

    
      	
              BORROWER

            
	
              Name
      of Borrower:

               

              /s/                                                  
      

               (Signature)

              By: